PART II — OFFERING CIRCULAR

AWA Group LP

116 South Franklin Street

Rocky Mount, NC 27804

(252) 984-3800

Best Efforts Offering of up to 3,303,571 Class A Common Units and Warrants to purchase 285,714 Class A Common Units
See “Item14—Securities Being Offered” for additional information.

Offering Price per Class A Common Unit: $14.00-$20.00 (the “Offering Price”)

Maximum Offering: 3,303,571 Class A Common Units ($50 million)

Minimum Offering: 1,428,571 Class A Common Units ($20 million)

DIVIDEND POLICY: AWA Group LP intends to pay dividends on the Class A Common Units on a quarterly basis at an annual rate of 8.00% of the $14.00 Offering Price. However, such payments are subject to certain risks, see “Risk Factors” beginning page 7.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (“SEC”). The Offering will terminate upon the earlier of (1) 120 days after the date this Offering begins if AWA Group LP fails to sell the minimum number of Class A Units offered hereby, (2) the sale of the maximum number of Class A Common Units offered hereby, (2) [   ], 2016, which is one year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by AWA Group LP’s General Partner (the “Offering Period”). No purchases of Class A Common Units or Warrants to purchase Class A Units will be consummated until the minimum amount of Class A Common Units is sold.  The issuer has made arrangements with The Nottingham Company to serve as the escrow agent pursuant to which all proceeds received during the Offering Period will be held in an escrow account maintained by such escrow agent until the Offering proceeds exceed the minimum offering amount ($20 million).

AT THIS TIME THERE IS NO PUBLIC MARKET FOR THE CLASS A COMMON UNITS OR WARRANTS.

USE OF PROCEEDS: As discussed in this Offering Circular, AWA Group LP intends to acquire a majority of the equity interests in certain private U.S. SEC-Registered Investment Adviser firms (“RIA Firms”) using the proceeds from this Offering. AWA Group LP represents that all acquisitions consummated using the proceeds from the Offering will be limited to the RIA firms set forth on the “RIA Firm Acquisition Candidate List” beginning on page 5 of this Offering Circular.

The Partnership anticipates engaging one or more underwriters in connection with Phase 2 of the Offering, and once engaged, the Partnership will identify such underwriters and the terms of such engagement by post-effective amendment.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. IN ADDITION, NO SALES CAN BE MADE TO YOU IN PHASE 1 OF THIS OFFERING UNLESS YOU ARE AN ACCREDITED INVESTOR AND PURCHASE A MINIMUM OF $250,000 IN PHASE 1 OF THE OFFERING.

SEE “RISK FACTORS” BEGINNING ON PAGE 7 FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

The date of this Offering Circular is December 31, 2015

THIS OFFERING CIRCULAR IS FORMATTED TO INCLUDE THE INFORMATION REQUIRED BY FORM 1-A.

ITEM 2. Table of Contents

NOTICE REGARDING AGREEMENT TO ARBITRATE

THIS OFFERING CIRCULAR REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE PARTNERSHIP. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF DELAWARE, IN THE COUNTY OF WILMINGTON. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

FORWARD LOOKING STATEMENTS AND INFORMATION

This Offering Circular contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under “Risk Factors” found on page 7 of this Offering Circular. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Offering Circular. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

The GP’s board of directors has prepared projections regarding anticipated financial performance. The Partnership’s projections are hypothetical and based upon a presumed financial performance of the Partnership and various factors influencing its investment strategy and business generally. The projections are based on the GP’s board of directors’ best estimate of the probable results of operations of the Partnership, based on present circumstances, and have not been reviewed by independent accountants and/or auditing counsel. These projections are based on several assumptions, set forth therein, which the board of directors of the GP believes are reasonable. Some assumptions, upon which the projections are based, however, invariably will not materialize due to the inevitable occurrence of unanticipated events and circumstances beyond the control of the board of directors of the GP. Therefore, actual results of operations may vary from the projections, and such variances may be material. Assumptions regarding future revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulator changes, the change in market competition, the terms and conditions of future capitalization, and other risks inherent to the Partnership’s business strategy and business generally. While the GP’s board of directors believe that the projections accurately reflect possible future results of operations, those results cannot be guaranteed.

ITEM 4. Dilution

Our net tangible book value as of December 31, 2015 was $100,000, or $0.03 per Class A Common Unit. Net tangible book value per Class A Common Unit is determined by dividing our total tangible assets, less total liabilities, by the number of our Class A Common Units, Class M Units and General Partner Units outstanding as of December 31, 2015. Dilution in net tangible book value per Class A Common Unit represents the difference between the amount per Class A Common Unit paid by purchasers of Class A Common Units in this Offering and the net tangible book value per Class A Common Unit immediately after this Offering. The following sets forth the dilution in net tangible book value per Class A Common Unit immediately after this Offering for Phase 1 and Phase 2 investors, assuming the sale of the minimum and maximum amounts of Class A Common Units at the lowest and highest Offering Prices in the Offering. The following dilution tables do not include the issuances of any warrants to be issued in connection with Phase 1 of the Offering. An investor’s dilution is likely to be more or less than those figures set forth below.

Dilution Assuming Sales of Minimum Number of Class A Common Units (1,428,571 Class A Common Units) to Phase I Investors

Assuming Phase 1 is the only phase of the Offering completed, the sale of 1,428,571 Class A Common Units (the minimum number of Class A Common Units) offered hereby at the offering price of $14.00 per Class A Common Unit, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2015 would have been approximately $19,900,000, or $4.44 per Class A Common Unit. This represents an immediate increase in net tangible book value of $4.41 per Class A Common Unit to existing holders of Class A Common Units and immediate dilution in net tangible book value of $9.56 per Class A Common Unit to investors purchasing our Class A Common Units in this Offering at the Offering Price. The following table illustrates this dilution on a per Class A Common Unit basis:

Dilution to Phase 1 Investors Assuming Sales of Maximum Number of Class A Common Units at lowest Offering Price ($16.00 per Unit) and highest Offering Price ($20.00 per Unit)

The Offering Prices at which Class A Common Units are sold in Phase 2 of the Offering affects the amount of dilution or increase in tangible book value that Phase I investors will experience. The following section illustrates such effects assuming the remaining $30,000,000 to be raised as part of Phase 2 of the Offering is raised solely at (i) the lowest Phase 2 Offering Price of $16.00 per Unit, resulting in 1,875,000 Class A Common Units being issued in Phase 2 of the Offering and an aggregate of 3,303,571 Class A Common Units being issued in the Offering, and (ii) the highest Phase 2 Offering Price of $20.00 per Unit, resulting in 1,500,000 Class A Common Units being issued in Phase 2 of the Offering and an aggregate of 2,928,571 Class A Common Units being issued in the Offering.

Assuming the sale of 3,303,571 Class A Common Units offered hereby, with 1,428,471 Class A Common Units sold at the offering price of $14.00 per Class A Common Unit, and 1,875,000 Class A Common Units sold at $16.00 per Class A Common Unit, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2015 would have been approximately $47,550,000, or $7.48 per Class A Common Unit. This represents an immediate increase in net tangible book value of $7.45 per Class A Common Unit to existing holders of Class A Common Units and immediate dilution in net tangible book value of $6.52 per Class A Common Unit to investors purchasing our Class A Common Units at $14.00 per Class A Common Unit in Phase 1 of this Offering. The following table illustrates this dilution on a per Class A Common Unit basis:

Assuming the sale of 2,928,571 Class A Common Units offered hereby, with 1,428,471 Class A Common Units sold at the offering price of $14.00 per Class A Common Unit, and 1,500,000 Class A Common Units sold at $20.00 per Class A Common Unit, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2015 would have been approximately $47,550,000, or $7.95 per Class A Common Unit. This represents an immediate increase in net tangible book value of $7.92 per Class A Common Unit to existing holders of Class A Common Units and immediate dilution in net tangible book value of $6.05 per Class A Common Unit to investors purchasing our Class A Common Units at $14.00 per Class A Common Unit in Phase 1 of this Offering. The following table illustrates this dilution on a per Class A Common Unit basis:

Dilution to Phase 2 Investors Assuming Sales of Class A Common Units at lowest Offering Price ($16.00 per Unit) and highest Offering Price ($20.00 per Unit)

The Offering Prices at which Class A Common Units are sold in Phase 2 of the Offering affects the amount of dilution or increase in tangible book value that Phase 2 investors will experience. The following section illustrates such effects assuming the remaining $30,000,000 to be raised as part of Phase 2 of the Offering is raised solely at (i) the lowest Phase 2 Offering Price of $16.00 per Unit, resulting in 1,875,000 Class A Common Units being issued in Phase 2 of the Offering and an aggregate of 3,303,571 Class A Common Units being issued in the Offering, and (ii) the highest Phase 2 Offering Price of $20.00 per Unit, resulting in 1,500,000 Class A Common Units being issued in Phase 2 of the Offering and an aggregate of 2,928,571 Class A Common Units being issued in the Offering.

Assuming the sale of 3,303,571 Class A Common Units (the maximum number of Class A Common Units) offered hereby, with 1,428,471 Class A Common Units sold at the offering price of $14.00 per Class A Common Unit, and 1,875,000 Class A Common Units sold at $16.00 per Class A Common Unit, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2015 would have been approximately $47,550,000, or $7.48 per Class A Common Unit. This represents an immediate increase in net tangible book value of $7.45 per Class A Common Unit to existing holders of Class A Common Units and immediate dilution in net tangible book value of $8.52 per Class A Common Unit to investors purchasing our Class A Common Units at $16.00 per Class A Common Unit in Phase 2 of this Offering. The following table illustrates this dilution on a per Class A Common Unit basis:

Assuming the sale of 2,928,571 Class A Common Units offered hereby, with 1,428,471 Class A Common Units sold at the offering price of $14.00 per Class A Common Unit, and 1,500,000 Class A Common Units sold at $20.00 per Class A Common Unit, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2015 would have been approximately $47,550,000, or $7.95 per Class A Common Unit. This represents an immediate increase in net tangible book value of $7.92 per Class A Common Unit to existing holders of Class A Common Units and immediate dilution in net tangible book value of $12.05 per Class A Common Unit to investors purchasing our Class A Common Units at $20.00 per Class A Common Unit in Phase 2 of this Offering. The following table illustrates this dilution on a per Class A Common Unit basis:

ITEM 5. Plan of Distribution and Selling Unit holders

As a “best efforts” offering, there can be no assurance that Phase 1 or Phase 2 of this Offering will ultimately be consummated on the terms expected by the Partnership, if at all.

Phase 1 of the Offering will not utilize any underwriters and the Class A Common Units and warrants sold as part of Phase 1 will be sold by the Partnership on a best efforts basis. Class A Common Units and warrants offered for sale in Phase 1 will be sold only to accredited investors, as defined in Regulation D of the Securities Act of 1933.

Prior to the sale of the minimum amount of Class A Common Units (1,428,571), the proceeds from this Offering shall be kept by the Nottingham Company, serving as the escrow agent, in an escrow account, which shall be released to the Partnership pursuant to the escrow agreement once 1,428,571 Class A Common Units have been sold in Phase 1 of the Offering. The escrowed proceeds shall accrue no interest prior to release. If the minimum amount of Class A Common Units are not sold in Phase 1 within 120 days after the Offering is effective, the Offering will be terminated, all escrowed proceeds shall be returned to investors pursuant to the escrow agreement and the Partnership will not be obligated to issue any warrants to the Phase 1 purchasers. The escrow agreement is attached as an exhibit to this Offering Circular.

In Phase 2 of the Offering, we intend to enter into an underwriting agreement with one or more prospective underwriters. At this time, we have not agreed to the terms with any underwriter(s) and may determine that we may not proceed with any underwriters if the terms available are not beneficial to the Partnership, as determined by the GP. As part of any such underwriting agreement, we will, under the terms and subject to the conditions contained in such underwriting agreement, agree to issue and sell to the public through the underwriters, and the underwriters will agree to offer and sell, Class A Common Units at prices we anticipate to be between $16.00 to $20.00 per Class A Common Unit, on a best efforts basis. The underwriting agreement, once executed, will be attached as an exhibit to this Offering Circular, and the terms set forth in this Plan of Distribution with respect to Phase 2 Offering will be updated to the extent necessary, by post-effective amendment.

The underwriting agreement would typically provide that the obligation of the underwriters to arrange for the offer and sale of our Class A Common Units, on a best efforts basis, is subject to certain conditions precedent, including but not limited to (1) delivery of legal opinions and (2) delivery of auditor comfort letters. The underwriters will typically be under no obligation to purchase any Class A Common Units for their own account. Generally, the underwriters may be, but will not be obligated to, retain other selected dealers that are qualified to offer and sell the Class A Common Units and that are members of FINRA. The underwriters will likely propose to offer the Class A Common Units to Phase 2 investors at the Offering Price we anticipate to be $16.00-$20.00 per Class A Common Unit, less their underwriting discounts and commissions.

The following table summarizes the compensation and estimated expenses we expect to pay in Phase 2 of the Offering, assuming sales at the lowest ($16.00 per Unit) and highest ($20.00 per Unit) Offering Prices anticipated for Phase 2 of the Offering:

We expect to pay a non-accountable expense allowance to the representative of any underwriters and to pay or reimburse the representative of the underwriters for certain of the representative’s expenses relating to Phase 2 of this Offering, including preliminary due diligence costs, “road show” expenses and legal fees at customary rates and caps.

The Offering Circular in electronic format may be made available on the websites maintained by one or more of any underwriters participating in this Offering. The underwriters may agree to allocate a number of Class A Common Units to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We expect that the underwriting agreement will also set forth customary terms, including representations and warranties by the Partnership, lock-up provisions, indemnification and dispute resolution provisions.

There is currently no public market for our Class A Common Units. The Offering Price has been determined by the Partnership, considering a number of factors, including:

Neither we nor the underwriters, if any, can assure investors that an active trading market will develop for our Class A Common Units, or that the Class A Common Units will trade in the public market at or above the Offering Price.

ITEM 6. Use of Proceeds to the Issuer

The Partnership seeks to raise maximum gross proceeds of $50,000,000 from the sale of the Class A Common Units in this Offering. The principal purpose of this Offering is to make investments in certain private U.S. SEC RIA firms, primarily in the middle market, set forth on the RIA Firm Acquisition Candidate List on page 5 of this Offering Circular. All acquisitions consummated by the Partnership using proceeds from this Offering will be limited to the RIA firms set forth on such RIA Firm Acquisition Candidate List. RIA companies manage the assets of and give advice on investing securities to high net-worth individuals and institutional investors and are subject to oversight by the SEC. If the Partnership raises the minimum offering of $20,000,000, it intends to acquire majority interests in approximately 12 RIA firms if our expectations about the costs of such acquisitions are accurate. If the Partnership raises more than the minimum offering, it intends to acquire additional RIA firms, and if it raises the maximum offering amount of $50,000,000 and its expectations about the costs of such acquisitions are accurate, it intends to acquire majority control of up to 31 RIA firms. The Partnership intends to apply these proceeds substantially as set forth herein; provided, however, the GP has the discretion and authority to reallocate the use of proceeds. If the Partnership is unsuccessful in acquiring any RIA firms, or if after completing one or more acquisitions the GP determines it is in the best interest of the Partnership not to acquire any additional RIA firms, and the Partnership retains a material amount of Offering proceeds, the GP will determine the amount of funds that are sufficient to provide for the Partnership’s working capital requirements and the remaining proceeds will be distributed to our unitholders.

Footnotes:

ITEM 7. Description of Business

AWA Group LP

We are a newly organized limited partnership. As a limited partnership, we intend to be treated as a master limited partnership for U.S. federal income tax purposes. We are managed by our GP, AWA Management LLC, which oversees the management of our activities and day-to-day management and administration of our Partnership.

We intend to generate current income and capital appreciation by acquiring a majority of the equity securities of private RIA firms primarily in the middle market. These target RIA firms manage $500 million to $1 billion of assets, and earn approximately $1.6 million to $3.2 million annually of earnings before interest, taxes, depreciation and amortization, or EBITDA. We intend to focus our acquisition activities on RIA firms that our GP believes have leading local market positions, significant asset or franchise values, strong free cash flows, experienced senior management teams and 20+ years of operating history.

We expect that each acquisition of an RIA firm will generally range between $5 million and $10 million, although the size of our acquisitions may increase as our business grows. We may acquire larger RIA firms, if attractive opportunities present themselves, especially when these firms meet our operating income guidelines of at least 40% net operating income of gross revenue, including owner’s compensation. We intend to focus on operating income quality, and carefully select our RIA targets. We believe that investing in the equity of RIA firms provides an attractive value proposition. Our target RIA firms are private companies with limited access to capital providers, and equity purchases in such companies typically carry above-market interest rates and include better-than-market terms for such purchasers. As a result, we believe investments in private RIA firms result in attractive risk-adjusted returns for us.

RIA Firm Acquisitions

We plan to purchase at least 51% of the equity of our target RIA firms through the use of cash, earn-outs, and convertible promissory notes. We expect the earn-outs to be paid at the end of years two, four and six, if the target RIA firm has increased its operating income annually by 5% or greater. We intend to maintain a reserve on the books of the RIA firms to satisfy such earn-out payments. The promissory notes will permit the holder to receive Class B Units of the Partnership in lieu of the cash installment due, based upon the market price of our Class A Common Units at the time of our acquisition, less a discount of 10%.

Subject to certain exceptions, our Class B Units are not entitled to any dividends of the Partnership, but are entitled to vote with the Class A Common Units on any matters submitted to our limited partners and separately as a class on any matters required to be voted on separately by applicable Delaware law. The Class B Units must be held for a minimum of six months after issuance, and only 20% of such units can be sold in any calendar year. The Class B Units are converted into Class A Common Units upon sale to a third party, dissolution of the Partnership, the merger, consolidation or other business combination of the Partnership, or upon the written consent of the GP.

We will form a wholly-owned corporation for each investment, which will be the purchaser of the RIA firm’s equity securities and the issuer of the promissory notes to the RIA firm sellers, which will be guaranteed by the Partnership. The cash to be paid to the seller of the RIA firm securities, including the cash payable at the closing of the purchase transaction and the cash payable under the terms of the promissory note issued by the partnership’s subsidiary to the sellers, will be funded by us. The subsidiary will execute a promissory note to the Partnership to repay such amounts, which will accrue interest at 18%, with interest paid quarterly. The RIA securities will be pledged as collateral to secure the subsidiary’s obligations under the note issued to us.

The subsidiary structure permits us to segregate liabilities of the various RIA firms, and enable us to satisfy the income requirements of a master limited partnership under the Internal Revenue Code. See the section entitled “Material U.S. Federal Tax Considerations” for more information on the taxations of master limited partnerships.

At this time, we have identified 204 RIA firms that we intend to screen and possibly enter into acquisition discussions, which are set forth on the “RIA Firm Acquisition Candidate List” on page 5. At this time we do not have any agreements in place, binding or non-binding, to acquire any specific RIA firm. A description of our screening process for potential RIA firm acquisitions is set forth in the “Investment - Acquisition Process Overview” section of this Offering Circular on page 27.

After commencement of this Offering, the Partnership intends to enter into discussions with at least 10-12 RIA firms set forth on the RIA Firm Acquisition Candidate List. The Partnership intends to enter into definitive purchase agreements with such RIA firms, and once the minimum amount of Class A Common Units (1,428,571 Class A Common Units) is sold in Phase 1 of this Offering, the Partnership intends to consummate the acquisitions of such RIA firms. The Partnership intends to continue to consummate additional acquisitions of RIA firms with the proceeds of sales from additional Class A Common Units in this Offering. All acquisitions consummated by the Partnership using such Offering proceeds will be limited to the RIA firms set forth on the RIA Firm Acquisition Candidate List. If the maximum amount of gross proceeds is sold in this Offering, the Partnership intends to negotiate with and acquire approximately 26-31 such RIA firms. The costs of each acquisition will vary, and the time to consummate such acquisitions may be extended.

If the Partnership is unsuccessful in acquiring any RIA firms, or if after completing one or more acquisitions the GP determines it is in the best interest of the Partnership not to acquire any additional RIA firms, and the Partnership retains a material amount of Offering proceeds, the GP will determine the amount of funds that are sufficient to provide for the Partnership’s working capital requirements and the remaining proceeds will be distributed to our unitholders.

About AWA Management LLC

The GP is AWA Management LLC, a Delaware limited liability company formed in September of 2014. Our GP has no operating history.

The GP’s senior management team has significant experience in the portfolio management and administration of investment advisory firms and investment products and has developed an expertise in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management. The GP will retain additional investment professionals and personnel as our activities expand. We believe the active and ongoing participation by the GP in the investment administration, and the depth of experience and disciplined investment approach of the GP’s management team, will allow the GP to successfully execute our investment strategy. See “Item 10 – Directors, Executive Officers and Significant Employees” for biographical information regarding the GP’s directors and executive officers. The GP’s board of directors is made up of a majority of independent directors, as determined in accordance with rules of the Nasdaq Marketplace.

All investment decisions will be made by the GP’s Chief Executive Officer, L. Edward Baker, who has more than three decades of investment adviser, banking, trust company and portfolio management experience, personally managing portfolio assets representing over $3 billion in net asset value.

Our GP’s board of directors oversees and monitors our investment performance and will annually review the compensation we pay to our GP, its officers and directors.

Market Opportunity

We believe that today’s consistent, favorable growth dynamics make the current market environment prime for investing in the equity securities of private U.S. RIA firms. The RIA firms managing between $500 million and $1 billion of clients’ assets is the market segment for our acquisition strategy. The following sets forth the key reasons the Partnership is pursuing this RIA firm acquisition strategy, and the reasons why we believe RIA firms will be interested in partnering with us:

Competitive Strengths:

AWA has the following competitive advantages in the Partnership’s target market:

We believe that the breadth and depth of our GP team’s experience to source, structure, execute and monitor our RIA firms provides the Partnership with significant experience to manage and grow the Partnership. Through their careers as senior bankers and investment managers at preeminent financial institutions, officers and directors of the GP have participated in hundreds of investment transactions, aggregating billions of dollars of invested capital, over the last 30 years.

We believe that non-sponsored RIA firms represent a large, attractive and less competitive investment opportunity for several reasons: (1) the number of non-sponsored RIA firms far exceeds the number of sponsored RIA firms; (2) many investors and acquirers focus primarily on sponsored RIA firms, reducing competition for the acquisition or investment in non-sponsored RIA firms; and (3) non-sponsored RIA firms have more limited access to capital versus sponsored companies. We also believe that acquisitions of non-sponsored RIA firms will provide us the most attractive economics, alignment of interests with management and the greatest opportunities for us.

While we expect that a significant number of our investments will be in private non-sponsored RIA firms, we believe that a combination of acquiring sponsored and non-sponsored RIA firms is important to participating in the most attractive opportunities across cycles, and to that end, our nationwide origination efforts will target both private equity sponsors and referral sources of non-sponsored RIA firms.

We believe that a critical and differentiating factor of our acquisition strategy is our ability to conduct detailed operational and strategic due diligence from the point of view of an owner and operator, in addition to strong fundamental and detailed analysis from the point of view of a financial investor. We believe that this analytical approach, which couples a deep understanding of a RIA firm’s income and cash flow statements and the opportunities and risks associated with it, with a comprehensive fee-based analysis, facilitates an investment discipline that is biased towards stronger and more stable RIA firms. We believe the operating experience and skills of our GP’s investment team complement and enhance our RIA firm-focused experience.

Following each acquisition of a RIA firm, the GP will implement a regimented monitoring program. This thoughtful approach involves: (i) ongoing sector review and competitive analysis; (ii) regular contact with our RIA firms; and (iii)  periodic review of our RIA firms to ensure appropriate risk management tools are in place, in order to identify problems early and to assist our RIA firms before they face difficult growth constraints. Please see “Investment Objective and Strategy—Investment Process Overview” for additional information.

Investment - Acquisition Process Overview

Deal Team/Investment Committee. As AWA grows, the Deal Team and Investment Committee will expand.

Our investment process consists of several distinct phases that are summarized below, which phases will be conducted by our GP’s Deal Team and Investment Committee, as further described. Initially, the responsibilities of the Deal Team and Investment Committee will be shared by only a few individuals, as the GP is comprised of only a few individuals. As the number of RIA firm acquisitions increase and our deal pipeline grows, the Partnership may hire additional individuals to serve on such teams. The Investment Committee initially will be the GP’s Chief Executive Officer, Edward Baker. The Deal Team will consist of Mr. Baker and one to two individuals that Mr. Baker intends to hire.

Investment Process

Note: The expected number of transactions is based on the estimates of our General Partner (“GP”) and the actual number of transactions may differ based on actual market or economic factors or the ability to source suitable investments.

Sourcing. Our Deal Team intends to originate investments through a nationwide network of relationships of the Deal Team. Specifically, our Deal Team intends to source its investment opportunities through a combination of: (i) direct origination efforts of our Deal Team, as a result of their contacts with middle market RIA firms, including existing relationships and experienced senior management teams; (ii) relationships with middle market RIA firm sponsors and industry contacts; and (iii) long-standing relationships with industry executives and strategic partners. The Deal Team will employ a rigorous investment process that involves several steps and a thorough analysis of the RIA firm targets. Comprehensive joint industry reviews, primarily focusing on opportunities in middle market RIA firms, will be completed on an ongoing basis, in order to identify potential RIA firms for acquisition. We believe our Deal Team’s strength and breadth of relationships across a wide range of RIA firms will generate numerous investing opportunities, which should enable our Partnership to be selective in seeking appropriate RIA firms to acquire.

I. Initial Sourcing Stage

The Deal Team has conducted an initial sourcing stage to screen and select 204 targeted RIA firms out of over 1,100 middle-market RIA firms, who are registered with the SEC as Registered Investment Advisers. A list of such RIA firms is set forth on page 5. Based upon the Deal Team’s investigation of publicly available information, each of the 204 target RIA firms meet the following investment criteria:

II. Investment Qualification Stage

After sale of the minimum number of Class A Common Units (1,428,571 Units) are sold in Phase 1 of the Offering, the Deal Team intends to complete, in time-related stages, additional screening to determine which of the initially targeted RIA firms as a result of the initial sourcing stage meet each of the following financial criteria:

III. Other Considerations in Sourcing

The Deal Team will also consider, as part of its evaluation, the following additional analysis and criteria:

Structuring. Those RIA firms that are identified and selected through the sourcing process above will be offered a non-binding term sheet by our Deal Team setting forth the terms of our proposed acquisition of a majority interest in such RIA firms. We intend to utilize a term sheet to ensure that the targeted RIA firm is interested prior to us expending additional resources for further due diligence.

Investment Committee Preliminary Approval. Upon execution of a term sheet, our Deal Team presents the terms and structure of the proposed RIA firm acquisition to our Investment Committee for review and preliminary approval to proceed to conduct full due diligence. As part of such preliminary approval, the Investment Committee will review the results of the sourcing metrics above and analyze the term sheet. The Investment Committee also may, but shall not be required to, seek assistance from outside valuation and accounting firms.

Full Due Diligence. Following the Investment Committee preliminary approval, the Deal Team will conduct full due diligence of the prospective RIA firm acquisition. This phase of the investment process comprises all aspects of due diligence, including fundamental analysis, legal analysis and valuation analysis. Our Deal Team’s fundamental analysis will closely scrutinize the target RIA firm’s financial statements to reveal key drivers of revenues and expenses. Our Deal Team also intends to conduct extensive management team interviews to uncover incremental insights into these drivers, as well as other potential issues that could affect the target RIA firm’s performance. To ensure a thorough due diligence process, our Deal Team may utilize third-party specialists including accountants, appraisers, examiners, consultants and attorneys, as deemed necessary or appropriate by the Deal Team.

Definitive Documentation. Contemporaneously with the due diligence phase, the Deal Team will work with the Partnership’s legal counsel and accountants to prepare the definitive transaction documents to consummate the proposed RIA firm acquisition.

Final Investment Committee Approval. Upon completion of full due diligence, the Deal Team formally presents the terms of the proposed RIA firm acquisition to the Investment Committee for recommendation. In addition to considering the proposed acquisition on its standalone merits, the Investment Committee considers the overall fit of the proposed acquisition within the portfolio of RIA firms previously acquired by the Partnership.

Investment and Monitoring. After consummation of an RIA firm acquisition, the Partnership will begin monitoring such RIA firm’s performance. Acquired RIA firms will be monitored on a monthly basis and, more formally, at regular meetings with management of the RIA firm. Our GP will assign an analyst to, on a continuing basis, actively monitor and have an open monologue with the principals of each acquired RIA firm. Such monitoring will include the review of detailed, internally-generated monitoring reports. Ongoing, collaborative industry reviews will be conducted by our GP’s investment team and an active, up-to-date model comparing operating income and assets under management ratios at time of acquisition is maintained. As part of the monitoring process, our GP has developed risk policies pursuant to which it will regularly assess the risk profile of each of our RIA firms, and will rate each of them based on the following categories, which we refer to as “Internal Risk Ratings”.

Our GP will monitor and, when appropriate, change the investment ratings assigned to our RIA firms. For any RIA firm rated two, three, or four, our GP will increase its level of focus and communications and prepare regular updates for our Investment Committee, summarizing current operating results, material impending events and recommended actions.

Net Asset Valuation

As part of the monitoring process, we intend to determine the net asset value of our ownership of RIA firms each quarter. Securities that are publicly-traded will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded, which will be the majority of our securities of RIA firms, will be valued at fair value as determined in good faith, based on the GP’s valuation against our acquisition model. In connection with that determination, we expect that the GP will consider relevant inputs, including, but not limited to, values of like securities, recent portfolio company financial statements and forecasts, and any valuations prepared by third-party valuation services.

Managerial Assistance

As a controlling equity partner, we offer, and intend to provide upon request, managerial assistance to our RIA firms. This assistance may involve, among other things, monitoring the day-to-day operations of our RIA firms and providing other organizational and financial guidance. To the extent fees are paid for these services, we, rather than our GP, will retain any fees paid for such assistance.

ITEM 8. Description of Property

The Partnership does not own any real estate. The Partnership’s address is 116 South Franklin Street, Rocky Mount, NC 27804.

ITEM 9. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

From inception to June 30, 2015 we have not started our plan of operation and have not generated any revenue. As of June 30, 2015, the Partnership had cash of approximately $100,000 and liabilities of approximately $0.00. For the period ended June 30, 2015, the Partnership had expenses related to start-up costs categorized as office and general expense of $78,384 and professional fees of $98,820. The GP has incurred these costs and will only be reimbursed when the minimum offering is reached.

Liquidity and Capital Resources

Other than as described herein, the Partnership has no other plans, arrangements or commitments to raise funds outside this Offering. As of June 30, 2015, the Partnership has $100,000 in cash.

Plan of Operations

Our business objectives for the next 12 months (beginning upon completion of this Offering), provided the necessary funding is available, are to acquire RIA firms and to monitor such RIA firms’ performance, as set forth in the “Investment - Acquisition Process Overview” set forth on page 27 of this Offering Circular. The amount we receive from this Offering will determine the number of RIA firms we will be able to acquire.

Minimum Amount Received

If we sell the minimum amount of Class A Common Units (1,428,571 Class A Common Units) in Phase 1 of this Offering ($20 million), we intend to acquire majority interests in 12 RIA firms, and we intend to continue to consummate additional acquisitions of RIA firms, with the proceeds of sales of additional Class A Common Units in this Offering. If we sell the minimum amount of Class A Common Units in Phase 1 of this Offering ($20 million), we do not believe we will require additional equity funding in order to operate in the next 12 months, but we estimate that we will likely require additional financing in the beginning of the following year to complete more acquisitions and grow the Partnership.

The following chart provides an overview of our budgeted expenditures for the 12 months following the completion of this Offering if we sell the minimum amount of Class A Common Units (1,428,571 Class A Common Units). The expenditures are categorized by significant area of activity.

Maximum Amount Received

If the maximum amount of gross proceeds ($50 million) are raised in this Offering, we intend to execute purchase agreements with 31 initial RIA firms and we do not believe we will require additional equity funding in order to operate in for the next 12 months, but we estimate that we will likely require additional financing in the beginning of that next year to complete more acquisitions and grow the Partnership.

The following chart provides an overview of our budgeted expenditures for the 12 months following the completion of this Offering if the maximum gross proceeds ($50 million) are raised in this Offering. The expenditures are categorized by significant area of activity.

ITEM 10. Directors, Executive Officers and Significant Employees

Management of the Partnership

The Partnership’s business and affairs are managed under the direction of the GP. The GP’s board of directors initially consist of three members and are made up of a majority of independent directors, as defined in rules of the Nasdaq Marketplace. The GP’s board of directors is elected by IAMC, LLC, the sole member of the GP. IAMC, LLC is owned by L. Edward Baker. The GP’s board of directors appoints its executive officers.

Directors of the General Partner

L. Edward Baker, Director, Chairman and Chief Executive Officer. Mr. Baker founded IAMC, LLC in 2010 and serves as its Chief Executive Officer. From 2004 to 2010, Mr. Baker served as Chairman, Chief Executive Officer and Chief Investment Officer of Mesa Holdings, Inc., a holding company of SEC-Registered Investment Adviser firms. Prior to this, Mr. Baker was the portfolio manager for Baker 500 Corporation, an asset management firm based on Mr. Baker’s proprietary investment methodology in large-cap equities. Mr. Baker formerly served as Chief Executive Officer and Chief Investment Officer for Piper Jaffray Trust Company and as Chief Executive Officer and Chairman of Piper Trust Funds, Inc., a family of mutual funds. Mr. Baker also formerly served as SVP of international investment advisor AIB Govett and prior to this he served as Senior Vice President Correspondent Banking at Norwest Banks, now operating as Wells Fargo Bank. Mr. Baker received his undergraduate degree in Business Administration and Economics from Park University and MBA from the Kellogg School of Management at Northwestern University. He is also a Graduate of the ABA’s National Trust School. Mr. Baker was chosen to be a director of the GP based on his experience and knowledge of RIA firm operations.

Robert A. Kelly, Director. Mr. Kelly has over 40 years in the financial services industry serving as an independent consultant since his retirement in 2005, as the Chief Executive Officer and President of KCB, a community bank based in Kearney, Missouri. Prior, Mr. Kelly formerly was a partner at several financial consulting firms, including Penquite & Associates, Continental Communications Group, Financial Earnings Group and GRA. Early in Mr. Kelly’s banking career he had the unique opportunity to shepherd a “de novo” bank as part of a state wide major bank holding company. This provided the unique environment to operate as a community bank and best utilize the direction and resources of the largest bank in the state of Missouri. Mr. Kelly holds a B.S. degree in Business Administration from Rockhurst University. Mr. Kelly was chosen to be a director of the GP based on his financial background and management skills.

Brian Thayer, Director. Mr. Thayer currently serves as the CFO of MSP Recovery LLC ("MSP"), a company focused on recovering misappropriated claims throughout the healthcare industry. Prior to joining MSP in October 2015, Brian was a Director at Thomas Capital Group (“TCG”), a capital markets firm assisting alternative investment managers raise capital from institutional investors since 2013. Prior to his tenure at TCG, Mr. Thayer was a Partner at Saw Mill Capital from 2009 to 2013, and a Partner at GormanThayer LLC between 2007 and 2008, two boutique investment banking firms, where he focused on assisting middle market companies and asset managers access the capital markets. Before that, he managed the private equity practice at Attalus Capital, where he also conducted analysis on hedge funds employing global macro, long/short equity and credit strategies. Mr. Thayer spent over four years in the due diligence group at Hamilton Lane, the world’s largest private equity consulting and asset management firm, where he was involved in private fund, co-investment and secondary transactions aggregating billions of dollars. He started his career at Ernst & Young LLP, where he provided investment advice to high net worth individuals and conducted due diligence on public asset managers. He is a cum laude graduate from Providence College with a degree in Business Management, he currently holds series 7 and 63 registrations. Mr. Thayer was chosen to be a director of the GP based on his investment and acquisition experience.

Executive Officers of the General Partner

L. Edward Baker, Director, Chairman and Chief Executive Officer. See above.

Jay Abdo, CPA, Chief Financial Officer. Since 1975, Mr. Abdo, currently the Senior Business Partner, has served at Abdo Eick & Meyers, a Minnesota based accounting firm his father started 51 years ago. His 40 years of experience are focused in all aspects of business, including general accounting, taxation, IRS and state representation, and litigation support. He received his BA Degree in Accounting from Minnesota State University and an Advanced Degree in Taxation from the University of Michigan.

The address for each executive officer and director is c/o AWA Management LLC, 116 Franklin Street, Rocky Mount, North Carolina 27804.

Family Relationships

None.

Involvement in Certain Legal Proceedings

None.

ITEM 11. Compensation of Directors and Executive Officers

In addition to the compensation of the GP disclosed below, the Partnership reimburses the GP for all direct and indirect expenses the GP incurs or payments the GP makes on behalf of the Partnership, which includes salary, bonus, and other amounts paid to individuals employed by the Partnership or individuals providing services for the Partnership. In addition, the Partnership honors employee incentive plans issued by the GP for such services.

Compensation of the General Partner

The GP will be compensated for its management services. After the sale of the minimum amount of Class A Common Units in this Offering, the GP will become entitled to a fee consisting of two components—a base management fee and an incentive fee based on our performance.

The base management fee will be calculated at an annual rate of 2.0% of our gross invested assets, including all assets of our RIA firms, and will be payable quarterly.

The incentive fee will be calculated and payable quarterly in arrears, and is equal to 20% of the profits of the Partnership for the immediately preceding quarter, but is payable only if the Partnership is able to pay a quarterly dividend to our unitholders in an amount equal or greater to the 8% annual rate (or 2% for such quarter). Profits of the partnership include net income less expenses of the Partnership, and any realized capital gains of the Partnership.

The GP’s board of directors, including a majority of the independent directors, oversee and monitor our GP’s performance and will annually review the compensation we pay to the GP.

Compensation of Directors of the General Partner

L. Edward Baker is the only director of the GP who is also an employee. All non-employee directors shall receive an annual salary of $60,000. Our directors are also eligible to receive equity awards.

Class M Units

The Partnership issued an aggregate of 1,000,000 restricted Class M Units prior to this Offering to AWA Management LLC, its general partner, and the general partner’s directors. Such restricted Class M Units shall vest in three equal installments beginning one year from the date of issuance. The transactions were deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering. The 1,000,000 Class M Units were issued as follows:

Executive Compensation of the General Partner

L. Edward Baker, Director, Chairman and Chief Executive Officer of the GP, will receive an annual salary of $350,000. This annual salary reduces the amount payable to the GP as part of the base management fee described above.

Jay Abdo, the Chief Financial Officer of the GP, will receive an annual salary of $160,000.

Our executive officers are also eligible to receive equity awards. On December 23, 2015, 50,000 restricted Class M Units were issued to Jay Abdo, which vest in three equal installments beginning one year from the date of issuance.

 Significant Employees

The Partnership has no significant employees other than the GP’s directors and officers named in this Offering Circular. 

Compensation of Directors and Executive Officers in the Last Fiscal Year

As of June 30, 2015, the Partnership had not established compensation packages for the directors and executive officers of the GP. For a current description of compensation arrangements, please see “Compensation of Directors of the General Partner” and “Executive Compensation of the General Partner” above.

ITEM 12. Security Ownership of Management and Certain Security holders 

As of the close of business on December 30, 2015, we had outstanding three classes of securities – Class A Common Units, of which there were 2,001,378 Class A Common Units issued and outstanding; Class M Units, of which there were 1,050,000 Class M Units issued and outstanding, and General Partner Units, of which there is 1 General Partner Unit outstanding. Each Class A Common Unit and each Class M Unit is currently entitled to one vote on all matters put to a vote of our limited partners. Subject to certain exceptions (see “Item 14 – Securities Being Offered – Material Provisions of the Partnership Agreement – Meetings; Voting”), our Class B Units and Class M Units vote together with our Class A Common Units as a single class. The General Partner Unit entitles AWA Management, LLC, as the sole owner of such Unit, to control the operations of the Partnership. For more information on the voting and financial rights of each class of Units, see “Material Provisions of the Partnership Agreement” on page 37.

Class A Common Units

1,116,378 Class A Common Units have been issued to founders, consisting of family members and personal acquaintances of Mr. Baker, pursuant to a series of exchange and release agreements (the “Exchange Agreements”). Pursuant to the Exchange Agreements, each of the founders agreed to accept Class A Common Units in exchange for any rights they may have to obtain securities from the General Partner or certain affiliates thereof. Each of such founders had made various amounts of investments in affiliates of the General Partner, which were used to perform market research, develop a business model which evolved to the Partnership’s current business model and pay for professional services to further explore and develop such business model. None of such founders hold 10% or more of the aggregate amount of Class A Common Units outstanding. None of the founders’ funds were paid to the Partnership.

The following table sets forth the number of Class A Common Units, and percentage of outstanding Class A Common Units, beneficially owned as of December 31, 2015, by:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no Class A Common Units subject to options that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, the address of each of the following persons is c/o AWA Management LLC, 116 Franklin Street, Rocky Mount, North Carolina 27804, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

(i) 1 Class A Common Unit, issued for purposes of the initial organization of the Partnership, is held by IAMC, LLC, which will be cancelled for no consideration upon the sale of the minimum number of Class A Common Units (1,428,571Units) in this Offering. Investment and voting power over the Class A Common Unit is held by L. Edward Baker, the managing member. Mr. Baker is the Chairman and Chief Executive Officer of the GP.

(ii) 510,000 Class A Common Units held by IAMC “F” Trust. Investment and voting power over the Class A Common Units is held by L. Edward Baker as Trustee. The address for IAMC “F” Trust is 2155 Tarpon Rd., Naples, Florida 34102. Mr. Baker is the Chairman and Chief Executive Officer of the GP.

(iii) 375,000 Class A Common Units held by IAMC “S” Trust. Investment and voting power over the Class A Common Units is held by L. Edward Baker as Trustee. The address for IAMC “S” Trust is 2155 Tarpon Rd., Naples, Florida 34102. Mr. Baker is the Chairman and Chief Executive Officer of the GP. 

Class B Units

There are no outstanding Class B Units as of December 31, 2015.

Class M Units

The following table sets forth the number of Class M Units, and percentage of outstanding Class M Units, beneficially owned as of December 31, 2015, by:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no Class M Units subject to options that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, the address of each of the following persons is c/o AWA Management LLC, 116 Franklin Street, Rocky Mount, North Carolina 27804, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

ITEM 13. Interest of Management and Others in Certain Transactions

Partnership Agreement

The GP will serve as the Partnership’s general partner, and manage the day-to-day operations of, and provide investment management services to the Partnership. Under the terms of our Partnership Agreement, the GP will, among other things:

The GP’s services under the Partnership Agreement are exclusive to the Partnership, and the GP has agreed not to furnish similar services to other entities to ensure its services to us are not impaired.

For a full summary of the material provisions of the Partnership Agreement, see “Item 14 – Securities Being Offered – Material Provisions of the Partnership Agreement”.

Private Placements

Class A Common Units

The Partnership issued 510,000 Class A Common Units to IAMC “F” Trust and 375,000 Class A Common Units to IAMC “S” Trust. L. Edward Baker is the Trustee of IAMC “F” Trust and IAMC “S” Trust. The transactions were deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

The Partnership issued IAMC, LLC (“IAMC”) one Class A Common Unit upon formation of the Partnership. IAMC’s Class A Common Unit will be cancelled upon the sale of the minimum amount of Class A Common Units in this Offering. L. Edward Baker is the managing member of IAMC.

Class M Units

The Partnership issued to AWA Management LLC, its general partner, and the general partner’s directors and officers an aggregate of 1,050,000 restricted Class M Units of the Partnership (“Class M Units”). Such restricted Class M Units shall vest in three equal installments beginning one year from the date of issuance. The transactions were deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering. The 1,050,000 Class M Units are held as follows:

Compensation of the General Partner

See “Item 11 – Compensation of Directors and Officers” for the compensation arrangement with the GP.

ITEM 14. Securities Being Offered

Securities Being Offered

Class A Common Units

Our Class A Common Units represent limited partner interests in us. The holders of our Class A Common Units are entitled to participate in our dividends and exercise the rights or privileges available to limited partners under our Partnership Agreement. Each record holder of a Class A Common Unit is entitled to a number of votes equal to the number of Class A Common Units held, and will vote as a single class, with holders of our Class B and Class M Units, except to the extent Delaware requires the Class A Common Units to vote as a single class and subject to the exceptions discussed below (see “Item 14 – Securities Being Offered – Material Provisions of the Partnership Agreement – Meetings; Voting”). We have not established a sinking fund, and we have not granted any preemptive rights with respect to our Class A Common Units, but the GP has the right to grant preemptive rights in the future. Dividends on the Class A Common Units will be payable on a quarterly basis, when and if declared by our GP, at an annual rate of 8.00% on the stated value of $14.00 per Class A Common Unit. We intend to authorize, declare and pay such dividends on a quarterly basis; however, our ability to pay dividends might be adversely affected by our earnings, our financial condition, compliance with applicable regulations and such other factors as our GP may deem relevant from time to time. See “Risk Factors” beginning on page 7 of this Offering Circular for a discussion of some of the factors potentially impacting the payment of dividends that you should carefully consider.

Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our GP that the liquidator deems necessary or appropriate in its judgment, liquidate our assets and apply the proceeds of the liquidation first, to discharge our liabilities as provided in the Partnership Agreement and by law, and thereafter to the unitholders pro rata according to the percentages of their Class A Common Units as of a record date selected by the liquidator. The liquidator may defer liquidation of our assets for a reasonable period of time or distribute assets to unitholders in kind if it determines that an immediate sale or dividend of all or some of our assets would be impractical or would cause undue loss to the partners.

Unless our GP determines otherwise, we will issue all our Class A Common Units in uncertificated form.

Transfer of Class A Common Units

By acceptance of the transfer of our Class A Common Units, in accordance with our Partnership Agreement, each transferee of our Class A Common Units will be admitted as a unitholder with respect to the Class A Common Units transferred, when such transfer and admission is reflected in our books and records. Additionally, each transferee of our Class A Common Units:

A transferee will become a substituted limited partner of our Partnership for the transferred Class A Common Units automatically upon the recording of the transfer on our books and records. Our GP will cause any transfers to be recorded on our books and records no less frequently than quarterly. Class A Common Units are transferable according to the laws governing transfers of securities.

Until a Class A Common Unit has been transferred on our books, we and the transfer agent, notwithstanding any notice to the contrary, may treat the record holder of the Class A Common Unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations. A beneficial holder's rights are limited solely to those that it has against the record holder as a result of any agreement between the beneficial owner and the record holder.

Warrants to Purchase Class A Common Units

Each investor purchasing Class A Common Units in Phase 1 of the Offering will receive a warrant to purchase additional Class A Common Units at $12.00 per Unit, for a number of Units equal to 20% of the Units purchased by the investor in Phase 1 of the Offering. The warrants will be exercisable upon issuance for a period of 5 years, but the Class A Common Units to be issued upon exercise of the warrants cannot be sold for at least 3 years after the purchase date of the warrants. The issuance of the warrants, but not the issuance of the Class A Common Units to be issued upon exercise of such Warrants, are being registered in this Offering. The warrants contain other customary terms. A form of warrant to be issued to Phase 1 investors is attached as Exhibit 3.2 of this Offering Circular.

Transfer Agent and Registrar

Cleartrust, LLC will serve as registrar and transfer agent for our Class A Common Units. You may contact the registrar and transfer agent at the following address: 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558.

Material Provisions of the Partnership Agreement

The following is a summary of the material provisions of the Partnership Agreement. The Partnership Agreement as it will be in effect at the time of this Offering is attached as an exhibit to this Offering Circular, and the following summary is qualified by reference thereto.

We summarize the following provisions of our Partnership Agreement elsewhere in this Offering Circular:

General Partner

Our general partner, as the sole owner of our General Partner Unit, will manage all of our operations and activities. Our general partner is authorized in general to perform all acts that it determines to be necessary or appropriate to carry out our purposes and to conduct our business. The Partnership Agreement provides that our general partner, in managing our operations and activities, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any limited partners, and will not be subject to any different standards imposed by the Partnership Agreement, the Delaware Limited Partnership Act or under any other law, rule or regulation or in equity. Our GP is wholly-owned by IAMC, LLC, a Delaware limited liability company, of which Mr. Edward Baker is the managing member. Our unitholders have only limited voting rights on matters affecting our business and therefore have limited ability to influence management’s decisions regarding our business. The voting rights of our unitholders are limited as set forth in the Partnership Agreement and in the Delaware Limited Partnership Act. For example, our general partner may generally make amendments to the Partnership Agreement or our Certificate of Limited Partnership, without the approval of any unitholder as set forth under “—Amendment of the Partnership Agreement – No Limited Partner Approval”.

Limited Partners

We have authorized for issuance to our limited partners three classes of Units- Class A Common Units, Class B Units and Class M Units. The holders of the foregoing classes of units are limited partners under the Partnership Agreement.

Class A Common Units. For a description of the rights and obligations of the Class A Common Units, see “Item 14- Securities Being Offered”.

Class B Units. Subject to certain exceptions set forth in “–Dividends” below, the Class B Units are not entitled to any dividends of the Partnership, but are entitled to vote with the Class A Common Units and Class M Units on any matters submitted to our limited partners and separately as a class on any matters required to be voted on separately by applicable Delaware law. The Class B Units must be held for a minimum of six months after issuance, and only 20% of such units can be sold in any calendar year. The Class B Units are converted into Class A Common Units upon sale to a third party, dissolution of the Partnership, the merger, consolidation or other business combination of the Partnership, or upon the written consent of our general partner. The Class B Units are to be issued to the sellers of RIA firms as part of the consideration being offered by the Partnership and its subsidiaries as part of the acquisition transactions.

Class M Units. The rights, preferences and obligations of the Class M Units are similar to those of the Class B Units. Subject to certain exceptions, the Class M Units are not entitled to any dividends of the Partnership, but are entitled to vote with the Class A Common Units and Class B Units on any matters submitted to our limited partners and separately as a class on any matters required to be voted on separately by applicable Delaware law. The Class M Units must be held for a minimum of six months after issuance, and only 20% of such units can be sold in any calendar year. The Class M Units are converted into Class A Common Units upon sale to a third party, dissolution of the Partnership, the merger, consolidation or other business combination of the Partnership, or upon the written consent of our general partner. The Class M Units are to be issued to the GP and its officers and directors as part of their executive compensation.

Organization

We were formed on June 9, 2015 and have a perpetual existence.

Purpose

Under the Partnership Agreement, we are permitted to engage, directly or indirectly, in any business activity that is approved by our general partner and that lawfully may be conducted by a limited partnership organized under Delaware law.

Power of Attorney

Each limited partner, and each person who acquires a limited partner interest in accordance with the Partnership Agreement, grants to our general partner and, if appointed, a liquidator, a power of attorney to, among other things, execute and file documents required for our qualification, continuance, dissolution or termination. The power of attorney also grants our general partner the authority to amend, and to make consents and waivers under, the Partnership Agreement and certificate of limited partnership, in each case in accordance with our partnership agreement.

Capital Contributions

Our unitholders are not obligated to make additional capital contributions, except as described below under “– Limited Liability”.

Limited Liability

Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Limited Partnership Act and that he otherwise acts in conformity with the provisions of the Partnership Agreement, his liability under the Delaware Limited Partnership Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his Class A Common Units plus his share of any undistributed profits and assets. If it were determined however that the right, or exercise of the right, by the limited partners as a group:

constituted as “participation in the control” of our business for the purposes of the Delaware Limited Partnership Act, then our limited partners could be held personally liable for our obligations under the laws of Delaware to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner. Neither the Partnership Agreement nor the Delaware Limited Partnership Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner.

Under the Delaware Limited Partnership Act, a limited partnership may not make a dividend to a limited partner if after the dividend all liabilities of the limited partnership, other than liabilities to limited partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Limited Partnership Act provides that the fair value of property subject to liability for which recourse of creditors is limited will be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the non-recourse liability. The Delaware Limited Partnership Act provides that a limited partner who receives a dividend and knew at the time of the dividend that the dividend was in violation of the Delaware Limited Partnership Act will be liable to the limited partnership for the amount of the dividend for three years. Under the Delaware Limited Partnership Act, a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from the Partnership Agreement.

Moreover, if it were determined that we were conducting business in any state without compliance with the applicable limited partnership statute, or that the right or exercise of the right by the limited partners as a group to remove or replace our general partner, to approve some amendments to the Partnership Agreement or to take other action under the Partnership Agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We intend to operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Securities

The Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities and options, rights, warrants and appreciation rights relating to partnership securities for the consideration and on the terms and conditions established by our general partner in its sole discretion without the approval of any limited partners.

In accordance with the Delaware Limited Partnership Act and the provisions of the Partnership Agreement, we may also issue additional partnership interests that have designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Class A Common Units.

Dividends

Dividends will be paid to the limited partners pro rata according to the percentages of their respective Class A Common Units. Holders of our Class B and Class M Units are not entitled to distributions unless such holders are allocated income of the Partnership, in which case our general partner has the sole discretion to issue distributions to such holders up to an estimated amount of taxes to be assessed against such holders on account of such allocated income.

Amendment of the Partnership Agreement

General

Amendments to the Partnership Agreement may be proposed only by or with the consent of our general partner. To adopt a proposed amendment, other than the amendments that require limited partner approval discussed below, our general partner must seek approval of a majority of our outstanding units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. See “– Meetings; Voting”.

Prohibited Amendments

No amendment may be made that would:

(1)   enlarge the obligations of any limited partner without such limited partner’s consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected, or

(2)   enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion.

The provision of the Partnership Agreement preventing the amendments having the effects described in clauses (1) or (2) above can be amended upon the approval of the holders of at least 90% of the outstanding voting units.

No Limited Partner Approval

Our general partner may generally make amendments to the Partnership Agreement or our Certificate of Limited Partnership without the approval of any limited partner to reflect:

(1)   a change in the name of the Partnership, the location of the Partnership's principal place of business, the Partnership's registered agent or its registered office,

(2)   the admission, substitution, withdrawal or removal of partners in accordance with the Partnership Agreement,

(3)   a change that our general partner determines is necessary or appropriate for the Partnership to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or other jurisdiction or to ensure that the partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes,

(4)   an amendment that our general partner determines to be necessary or appropriate to address certain changes in U.S. federal income tax regulations, legislation or interpretation,

(5)   an amendment that is necessary, in the opinion of our counsel, to prevent the Partnership or our general partner or its directors, officers, agents or trustees, from having a material risk of being in any manner being subjected to the provisions of the 1940 Act, the Advisers Act or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor,

(6)   an amendment that our general partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership securities or options, rights, warrants or appreciation rights relating to partnership securities,

(7)   any amendment expressly permitted in the Partnership Agreement to be made by our general partner acting alone,

(8)   an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of the Partnership Agreement,

(9)   any amendment that in the sole discretion of our general partner is necessary or appropriate to reflect and account for the formation by the Partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by the Partnership Agreement,

(10) a change in our fiscal year or taxable year and related changes,

(11) a merger with or conversion or conveyance to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conversion or conveyance other than those it receives by way of the merger, conversion or conveyance, or

(12) any other amendments substantially similar to any of the matters described in (1) through (11) above.

In addition, our general partner may make amendments to the Partnership Agreement without the approval of any limited partner if those amendments, in the discretion of our general partner:

(1)   do not adversely affect our limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect,

(2)   are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state or non-U.S. agency or judicial authority or contained in any federal or state or non-U.S. statute (including the Delaware Limited Partnership Act),

(3)   are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading,

(4)   are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of the Partnership Agreement, or

(5)   are required to effect the intent expressed in this Offering Circular or the intent of the provisions of the Partnership Agreement or are otherwise contemplated by the Partnership Agreement.

Opinion of Counsel and Limited Partner Approval

Our general partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners if one of the amendments described above under “– No Limited Partner Approval” should occur. No other amendments to the Partnership Agreement (other than an amendment pursuant to a merger, sale or other disposition of assets effected in accordance with the provisions described under “ – Merger, Sale or Other Disposition of Assets”) will become effective without the approval of holders of at least 90% of the outstanding Class A Common Units, unless we obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under the Delaware Limited Partnership Act of any of our limited partners.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to other classes of partnership interests will also require the approval of the holders of at least a majority of the outstanding partnership interests of the class so affected.

In addition, any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding voting units constitute not less than the voting requirement sought to be reduced.

Merger, Sale or Other Disposition of Assets

The Partnership Agreement generally prohibits our general partner, without the prior approval of the holders of a majority of the voting power of our outstanding voting units, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries. However, our general partner in its sole discretion may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets (including for the benefit of persons other than us or our subsidiaries) without that approval. Our general partner may also sell all or substantially all of our assets under any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without that approval.

If conditions specified in the Partnership Agreement are satisfied, our general partner may convert or merge us or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity. The unitholders are not entitled to dissenters' rights of appraisal under the Partnership Agreement or the Delaware Limited Partnership Act in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

Election to be Treated as a Corporation

If our general partner determines that it is no longer in our best interests to continue as a partnership for U.S. federal income tax purposes, our general partner may elect to treat us as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state) income tax purposes.

Dissolution

We will dissolve upon:

(1)   the election of our general partner to dissolve us, if approved by the holders of a majority of the voting power of our outstanding voting units;

(2)   there being no limited partners, unless we are continued without dissolution in accordance with the Delaware Limited Partnership Act;

(3)   the entry of a decree of judicial dissolution of us pursuant to the Delaware Limited Partnership Act; or

(4)   the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer our general partner interests or withdrawal or removal of our general partner following approval and admission of a successor, in each case in accordance with the Partnership Agreement.

Upon a dissolution under clause (4), the holders of a majority of the voting power of our outstanding voting units may also elect, within specific time limitations, to continue our business without dissolution on the same terms and conditions described in the Partnership Agreement by appointing as a successor general partner an individual or entity approved by the holders of a majority of the voting power of the outstanding voting units, subject to our receipt of an opinion of counsel to the effect that:

(1)   the action would not result in the loss of limited liability of any limited partner, and

(2)   neither we nor any successor limited partnership would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of that right to continue.

Liquidation and Distribution of Proceeds

Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner that the liquidator deems necessary or appropriate in its judgment, liquidate our assets and apply the proceeds of the liquidation first, to discharge our liabilities as provided in the Partnership Agreement and by law and thereafter to the partners pro rata according to the financial percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution of all or some of our assets would be impractical or would cause undue loss to the partners.

Withdrawal or Removal of the General Partner

Except as described below, our GP has agreed not to withdraw voluntarily as the general partner prior to the ten-year anniversary of the date in which the minimum number of Class A Common Units is sold without obtaining the approval of the holders of at least a majority of the outstanding Class A Common Units, excluding Class A Common Units held by our GP and its affiliates (including us), and furnishing an opinion of counsel regarding tax and limited liability matters. On or after such date, our GP may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days' advance notice, and that withdrawal will not constitute a violation of the Partnership Agreement. Notwithstanding the foregoing, our GP may withdraw at any time without unitholder approval upon 90 days’ advance notice to the limited partners if at least 50% of the outstanding Class A Common Units are beneficially owned or owned of record or controlled by one person and its affiliates other than our GP and its affiliates.

Upon the withdrawal of our general partner under any circumstances, the holders of a majority of the voting power of our outstanding voting units may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within 180 days after that withdrawal, the holders of a majority of the voting power of our outstanding voting units agree in writing to continue our business and to appoint a successor general partner. See “– Dissolution” above.

Our general partner may not be removed unless that removal is approved by the vote of the holders of at least 66.66% of the outstanding voting units and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the voting power of our outstanding voting units.

In the event of removal of a general partner under circumstances where cause exists or withdrawal of a general partner where that withdrawal violates the Partnership Agreement, a successor general partner will have the option to purchase the general partner interest of the departing general partner for a cash payment equal to its fair market value. Under all other circumstances where a general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner for a cash payment equal to its fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached within 30 days of the general partner’s departure, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. If the departing general partner and the successor general partner cannot agree upon an expert within 45 days of the general partner's departure, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest will automatically convert into Class A Common Units pursuant to a valuation of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

In addition, we are required to reimburse the departing general partner for all amounts due to the departing general partner, including without limitation all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Transfer of General Partner Interests

Except for transfer by our GP of its general partner interests in us to another entity as part of the merger or consolidation of our GP with or into another entity, our GP may not transfer all or any part of its general partner interest in us to another person prior to the ten-year anniversary of the date in which the minimum number of Class A Common Units is sold without the approval of the holders of at least a majority of the voting power of our outstanding voting units, excluding voting units held by our GP and its affiliates. On or after such date, our GP may transfer all or any part of its general partner interest without first obtaining approval of any unitholder. As a condition of this transfer, the transferee must assume the rights and duties of the general partner to whose interest that transferee has succeeded, agree to be bound by the provisions of the Partnership Agreement and furnish an opinion of counsel regarding limited liability matters. At any time, the members of our GP may sell or transfer all or part of their limited liability company interests in our GP without the approval of the unitholders.

Sinking Fund; Preemptive Rights

We have not established a sinking fund and we have not granted any preemptive rights with respect to our limited partner interests.

Meetings; Voting

We have three classes of voting securities – Class A Common Units, Class B Units, and Class M Units. Each Class A Common Unit, each Class B Unit, and each Class M Unit is entitled to one vote on all matters put to a vote of our limited partners. The Class A Common Units, Class B Units and Class M Units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters as to which holders of limited partner interests have the right to vote or to act. The Class A Common Units, Class B Units and Class M Units vote as single class, except to the extent such classes of Units are required to vote as separate classes under the Delaware Limited Partnership Act.

If authorized by our general partner, any action that may be taken at a meeting of the unitholders may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth the action so taken is signed by unitholders owning not less than the minimum percentage of the voting power of the outstanding ownership interests of a unitholder (which may be evidenced by Class A Common Units, Class B Units, or Class M Units) that would be necessary to authorize or take such action at a meeting at which all the unitholders were present and voted. Meetings of the unitholders may be called by our general partner or by unitholders owning at least 50% or more of the voting power of the outstanding ownership interests of a unitholder (which may be evidenced by Class A Common Units, Class B Units, or Class M Units) of the class or classes for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the voting power of the outstanding ownership interests of a unitholder (which may be evidenced by Class A Common Units, Class B Units, or Class M Units) of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval by unitholders holding a greater percentage of the voting power of such ownership interests of a unitholder, in which case the quorum shall be such greater percentage.

However, if at any time any person or group (other than our general partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates) acquires, in the aggregate, beneficial ownership of 20% or more of the Partnership’s Class A Common Units then outstanding, that person or group will lose voting rights on all of its Class A Common Units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Class A Common unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes. Class A Common Units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner, unless the arrangement between the beneficial owner and his nominee provides otherwise.

Status as Limited Partner

By transfer of Class A Common Units in accordance with the Partnership Agreement, each transferee of Class A Common Units will be admitted as a limited partner with respect to the Class A Common Units transferred when such transfer and admission is reflected in our books and records. Except pursuant to Section 17-607 of the Delaware Limited Partnership Act (as described under "–Limited Liability" above), Section 17-804 of the Delaware Limited Partnership Act (which relates to the liability of a limited partner who receives a dividend of assets upon the winding up of a limited partnership and who knew at the time of such dividend that it was in violation of this provision) or as set forth in the Partnership Agreement, the Class A Common Units will be fully paid and non-assessable.

Non-Citizen Assignees; Redemption

If we are or become subject to federal, state or local laws or regulations that in the determination of our general partner create a substantial risk of cancellation or forfeiture of any property in which the Partnership has an interest because of the nationality, citizenship or other related status of any limited partner, we may redeem the Class A Common Units held by that limited partner at their current market price. To avoid any cancellation or forfeiture, our general partner may require each limited partner to furnish information about his nationality, citizenship or related status. If a limited partner fails to furnish information about his nationality, citizenship or other related status within 30 days after a request for the information or our general partner determines, with the advice of counsel, after receipt of the information that the limited partner is not an eligible citizen, the limited partner may be treated as a non-citizen assignee. A non-citizen assignee does not have the right to direct the voting of his Class A Common Units and may not receive dividends in kind upon our liquidation.

Indemnification

Under the Partnership Agreement, in most circumstances we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts:

We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We have also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of our assets. Unless it otherwise agrees, the general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under the Partnership Agreement.

Books and Reports

Our general partner is required to keep appropriate books of the Partnership’s business at our principal offices or any other place designated by our general partner. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and financial reporting purposes, our year ends on June 30 each year.

We will make available to record holders of Class A Common Units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our fourth quarter, we will also make available summary financial information within 90 days after the close of each quarter. Under the Partnership Agreement, we will be deemed to have made such annual reports and quarterly financial information available to each record holder of Class A Common Units if we have either (i) filed the report or information with the SEC via its Electronic Data Gathering, Analysis and Retrieval system and such report or information is publicly available on such system or (ii) made such report or information available on any publicly available website maintained by us.

As soon as reasonably practicable after the end of each fiscal year, we will furnish to each partner tax information (including Schedule K-1), which describes on a U.S. dollar basis such partner’s share of our income, gain, loss and deduction for our preceding taxable year. The Partnership also shall provide the partners with such other information as may be reasonably requested for purposes of allowing each partner to prepare and file their own U.S. federal, state and local tax returns. Each partner shall be required to report for all tax purposes consistently with such information provided by the Partnership. See “Material U.S. Federal Tax Considerations”.

Right to Inspect Our Books and Records

The Partnership Agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand and at his own expense, have furnished to him:

Our general partner may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes is not in our best interests or which we are required by law or by agreements with third parties to keep confidential.

Material U.S. Federal Tax Considerations

United States Taxes

This summary discusses the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A Common Units as of the date hereof. This summary is based on provisions of the Code, on the applicable regulations, published administrative rulings and judicial decisions, all of which are subject to change at any time, possibly with retroactive effect. This discussion is necessarily general and may not apply to all categories of investors, some of which, such as banks, thrifts, insurance companies, persons liable for the alternative minimum tax, dealers and other investors that do not own their Class A Common Units as capital assets, may be subject to special rules. Tax-exempt organizations and mutual funds are discussed separately below. The actual tax consequences of the purchase and ownership of Class A Common Units will vary depending on your circumstances. This discussion, is based in part on facts described in this offering circular and on other factual assumptions, representations and determinations. Any alteration or incorrectness of such facts, assumptions, representations or determinations could adversely affect such opinion. However, this discussion is not binding upon the IRS or any court, and the IRS may challenge these conclusions and positions and a court may sustain such a challenge.

For purposes of this discussion, a “U.S. Holder” is a beneficial holder of a Class A Common Unit that is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate, the income of which is subject to U.S. federal income taxation; or (4) a trust which either (A) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (B) has a valid election in effect under applicable Treasury regulations to be treated as a United States person. A "non-U.S. Holder" is a holder that is not a U.S. Holder.

If a partnership holds Class A Common Units, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Class A Common Units, you should consult your tax advisors. This discussion does not constitute tax advice and is not intended to be a substitute for tax planning.

Prospective holders of Class A Common Units should consult their own tax advisors concerning the U.S. federal, state and local income tax and estate tax consequences in their particular situations of the purchase, ownership and disposition of a Class A Common Unit, as well as any consequences under the laws of any other taxing jurisdiction.

Taxation of the Partnership

An entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and generally incurs no U.S. federal income tax liability. Instead, each partner is required to take into account its allocable share of items of income, gain, loss and deduction of the partnership in computing its U.S. federal income tax liability, regardless of whether or not cash dividends are then made. Investors in this offering will become limited partners of the Partnership. Dividends paid by a partnership to a partner are generally not taxable unless the amount of cash distributed to a partner is in excess of the partner's adjusted basis in its partnership interest.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a "publicly traded partnership," unless an exception applies. An entity that would otherwise be classified as a partnership is a publicly traded partnership if (i) interests in the partnership are traded on an established securities market or (ii) interests in the partnership are readily tradable on a secondary market or the substantial equivalent thereof. We will be publicly traded by those standards. However, the Qualifying Income Exception provides an exception to taxation as a corporation if at least 90% of such partnership's gross income for every taxable year consists of "qualifying income" and the partnership is not required to register under the 1940 Act. Qualifying income includes certain interest income, dividends, real property rents, gains from the sale or other disposition of real property, and any gain from the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying income.

We intend to manage our affairs so that we will meet the Qualifying Income Exception in each taxable year. We believe that we will be treated as a partnership and not as a corporation for U.S. federal income tax purposes based on certain assumptions and factual statements and representations, including the manner in which we intend to manage our affairs and the composition of our income. However, we have not obtained an opinion of counsel, or other ruling which would be binding upon the IRS or any court, and the IRS may challenge this conclusion and a court may sustain such a challenge.

If we fail to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery, or if we are required to register under the 1940 Act, we will be treated as if we had transferred all of our assets and liabilities, to a newly formed corporation, on the first day of the year in which we fail to meet the Qualifying Income Exception, in return for stock in that corporation, and then distributed the stock to the holders of Class A Common Units in liquidation of their interests in us. This deemed contribution and liquidation should generally be tax-free to holders so long as we do not have liabilities in excess of the tax basis of our assets. Thereafter, we would be a corporation for U.S. federal income tax purposes.

If we were treated as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, our items of income, gain, loss and deduction would be reflected only on our tax return rather than being passed through to holders of Class A Common Units, and we would be subject to U.S. corporate income tax on our taxable income. Dividends paid to holders of our Class A Common Units would be treated as either taxable dividend income, which may be eligible for reduced rates of taxation, to the extent of our current or accumulated earnings and profits, or in the absence of earnings and profits, as a nontaxable return of capital, to the extent of the holder's tax basis in the Class A Common Units, or as taxable capital gain, after the unitholder's basis is reduced to zero. In addition, in the case of non-U.S. Holders, income that we receive with respect to investments may be subject to a higher rate of U.S. withholding tax. Accordingly, treatment as a corporation could materially reduce a unitholder's after-tax return and thus could result in a substantial reduction of the value of the Class A Common Units.

If at the end of any taxable year we fail to meet the Qualifying Income Exception, we may still qualify as a partnership, if we are entitled to relief under the Code for an inadvertent termination of partnership status. This relief will be available if (i) the failure is cured within a reasonable time after discovery, (ii) the failure is determined by the IRS to be inadvertent, and (iii) we agree to make such adjustments (including adjustments with respect to our partners) or to pay such amounts as are required by the IRS. It is not possible to state whether we would be entitled to this relief in any or all circumstances. It also is not clear under the Code whether this relief is available for our first taxable year as a publicly traded partnership. If this relief provision is inapplicable to a particular set of circumstances involving us, we will not qualify as a partnership for federal income tax purposes. Even if this relief provision applies and we retain our partnership status, we or the holders of our Class A Common Units will be required to pay certain amounts determined by the IRS.

The remainder of this section assumes that we will be treated as a partnership for U.S. federal income tax purposes.

Corporate Subsidiaries

We may make acquisitions in entities that are taxable as corporations for U.S. federal income tax purposes and therefore, as the holder of such common stock, we will not be taxed directly on earnings of such entities. Distributions of cash or other property that the entities pay to us will constitute dividends for U.S. federal income tax purposes to the extent paid from its current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the amount of a dividend paid by the corporation exceeds its current and accumulated earnings and profits, such excess will be treated as a tax-free return of capital to the extent of our tax basis in the corporation's common stock, and thereafter will be treated as a capital gain.

Certain State, Local and Non-U.S. Tax Matters

We and our subsidiaries may be subject to state, local or non-U.S. taxation in various jurisdictions, including those in which we or they transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. The state, local or non-U.S. tax treatment of us and our unitholders may not conform to the U.S. federal income tax treatment discussed herein. We may pay non-U.S. taxes, and dispositions of foreign property or operations involving, or investments in, foreign property may give rise to non-U.S. income or other tax liability in amounts that could be substantial. Any non-U.S. taxes incurred by us may not pass through to unitholders as a credit against their U.S. federal income tax liability.

Consequences to U.S. Holders of Class A Common Units

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a U.S. Holder of Class A Common Units.

For U.S. federal income tax purposes, your allocable share of our items of income, gain, loss, deduction or credit will be governed by the Partnership Agreement for our partnership if such allocations have "substantial economic effect" or are determined to be in accordance with your interest in our Partnership. We believe that for U.S. federal income tax purposes, such allocations will be given effect, and our general partner intends to prepare tax returns based on such allocations. If the IRS successfully challenges the allocations made pursuant to the Partnership Agreement, the resulting allocations for U.S. federal income tax purposes might be less favorable than the allocations set forth in the Partnership Agreement.

We may derive taxable income from an acquisition opportunity that is not matched by a corresponding dividend. This could occur, for example, if we used cash for an acquisition opportunity or to reduce debt instead of distributing profits. In addition, special provisions of the Code may be applicable to certain of our acquisition opportunities, and may affect the timing of our income, requiring us to recognize taxable income before we receive cash attributable to such income. Accordingly, it is possible that the U.S. federal income tax liability of a unitholder with respect to its allocable share of our income for a particular taxable year could exceed the cash dividends to the unitholder for the year, and give rise to an out-of-pocket tax liability for the unitholder.

Basis

You will have an initial tax basis for your Class A Common Units equal to the amount you paid for the Class A Common Units, plus your share of our liabilities, if any. That basis will be increased by your share of our income and by increases in your share of our liabilities, if any. That basis will be decreased, but not below zero, by dividends paid by us, by your share of our losses and by any decrease in your share of our liabilities.

Unitholders who purchase Class A Common Units in separate transactions must combine the basis of those units and maintain a single adjusted tax basis for all those units. Upon a sale or other disposition of less than all of the Class A Common Units, a portion of that tax basis must be allocated to the Class A Common Units sold.

Return of Capital Distributions

We intend to authorize and declare 8% annual distributions on a quarterly basis and pay such dividends on a quarterly basis beginning no later than the end of the first calendar quarter after the month in which the minimum offering requirement ($20 million) is met. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from this Offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. A return of capital is a return of your investment, rather than a return of earnings or gains derived from our investment activities, and will be made after deduction of the fees and expenses payable in connection with the Offering, including any fees to be reimbursed to the general partner. A unitholder will not be subject to immediate taxation on the amount of any distribution treated as a return of capital to the extent of the unitholder’s basis in its units; however, the unitholder’s basis in its units will be reduced (but not below zero) by the amount of the return of capital, which will result in the unitholder recognizing additional gain (or a lower loss) when the units are sold. To the extent that the amount of the return of capital exceeds the unitholder’s basis in its units, such excess amount will be treated as gain from the sale of the unitholder’s units. A unitholder may recognize a gain from the sale of units even if the unitholder sells the units for less than the original purchase price. The Schedules K-1 that are issued to the unitholders will identify whether a dividend payment constitutes a return of capital.

Limits on Deductions for Losses and Expenses

Your deduction of your share of our losses will be limited to your tax basis in your Class A Common Units and, if you are an individual or a corporate holder that is subject to the "at risk" rules, to the amount for which you are considered to be "at risk" with respect to our activities, if that is less than your tax basis. In general, you will be at risk to the extent of your tax basis in your Class A Common Units, reduced by (1) the portion of that basis attributable to your share of our liabilities for which you will not be personally liable and (2) any amount of money you borrow to acquire or hold your Class A Common Units, if the lender of those borrowed funds owns an interest in us, is related to you or can look only to the Class A Common Units for repayment. Your at risk amount will generally increase by your allocable share of our income and gain and decrease by cash dividends to you and your allocable share of losses and deductions. You must recapture losses deducted in previous years to the extent that dividends cause your at risk amount to be less than zero at the end of any taxable year. Losses disallowed or recaptured as a result of these limitations will carry forward and will be allowable to the extent that your tax basis or at risk amount, whichever is the limiting factor, subsequently increases. Any excess loss above that gain previously suspended by the at risk or basis limitations may no longer be used. It is not entirely free from doubt whether you would be subject to additional loss limitations imposed by Section 470 of the Code. You should therefore consult your own tax advisors about the possible effect of this provision.

We may generate income or losses from "passive activities" for purposes of Section 469 of the Code. In addition, other provisions of the Code may limit or disallow any deduction for losses by a unitholder or deductions associated with certain assets of the partnership in certain cases, including potentially Section 470 of the Code. Holders should consult with their tax advisors regarding their limitations on the deductibility of losses under applicable sections of the Code.

Limitations on Interest Deductions

Your share of our interest expense is likely to be treated as “investment interest” expense. If you are a non-corporate taxpayer, the deductibility of “investment interest” expense is generally limited to the amount of your “net investment income.” Your share of our dividend and interest income will be treated as investment income, although “qualified dividend income” subject to reduced rates of tax in the hands of an individual will only be treated as investment income if you elect to treat such dividend as ordinary income not subject to reduced rates of tax. In addition, state and local tax laws may disallow deductions for your share of our interest expense.

The computation of your investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase a Class A Common Unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment. For this purpose, any long-term capital gain or qualifying dividend income that is taxable at long-term capital gain rates is excluded from net investment income, unless the U.S. holder elects to pay tax on such gain or dividend income at ordinary income rates.

Deductibility of Partnership Investment Expenditures by Individual Partners and by Trusts and Estates

Subject to certain exceptions, miscellaneous itemized deductions of an individual taxpayer, and certain deductions of an estate or trust, are deductible only to the extent that such deductions exceed 2% of the taxpayer's adjusted gross income. Moreover, the otherwise allowable itemized deductions of individuals whose gross income exceeds an applicable threshold amount are subject to reduction. The operating expenses of the Partnership may be treated as miscellaneous itemized deductions subject to the foregoing rule. Alternatively, it is possible that we will be required to capitalize certain fees. Accordingly, if you are a non-corporate U.S. Holder, you should consult your tax advisors with respect to the application of these limitations.

Sale or Exchange of Class A Common Units

You will recognize gain or loss on a sale of Class A Common Units equal to the difference, if any, between the amount realized and your tax basis in the Class A Common Units sold. Your amount realized will be measured by the sum of the cash or the fair market value of other property received plus your share of our liabilities, if any.

Gain or loss recognized by you on the sale or exchange of a Class A Common Unit will generally be taxable as capital gain or loss and will be long-term capital gain or loss if the Class A Common Unit was held for more than one year on the date of such sale or exchange. In addition, certain gain attributable to "unrealized receivables" or "inventory items" would be characterized as ordinary income rather than capital gain. For example, if we hold debt acquired at a market discount, accrued market discount on such debt would be treated as "unrealized receivables." The deductibility of capital losses is subject to limitations.

Unitholders who purchase units at different times and intend to sell all or a portion of the units within a year of their most recent purchase are urged to consult their tax advisors regarding the application of certain "split holding period" rules to them and the treatment of any gain or loss as long-term or short-term capital gain or loss.

Section 754 Election

We currently do not intend to make the election permitted by Section 754 of the Code with respect to the Partnership. The election, if made, is irrevocable without the consent of the IRS, and would generally require us to adjust the tax basis in our assets, or "inside basis," attributable to a transferee of Class A Common Units under Section 743(b) of the Internal Revenue Code to reflect the purchase price of the Class A Common Units paid by the transferee. However, this election does not apply to a person who purchases Class A Common Units directly from us, including in this Offering. For purposes of this discussion, a transferee's inside basis in our assets will be considered to have two components: (1) the transferee's share of our tax basis in our assets, or "common basis," and (2) the Section 743(b) adjustment to that basis.

If no Section 754 election is made, there will be no adjustment for the transferee of Class A Common Units, even if the purchase price of those Class A Common Units, is higher than the units' share of the aggregate tax basis of our assets immediately prior to the transfer. In that case, on a sale of an asset, gain allocable to the transferee would include built-in gain allocable to the transferee at the time of the transfer, which built-in gain would otherwise generally be eliminated if a Section 754 election had been made.

Uniformity of Class A Common Units

Because we will likely be unable to match transferors and transferees of Class A Common Units, we will adopt depreciation, amortization and other tax accounting positions that may not conform with all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain on the sale of Class A Common Units and could have a negative impact on the value of our Class A Common Units or result in audits of and adjustments to our unitholders' tax returns.

Taxes in Other State, Local, and non-U.S. Jurisdictions

In addition to U.S. federal income tax consequences, you may be subject to potential U.S. state and local taxes because of an acquisition in us in the U.S. state or locality in which you are a resident for tax purposes or in which we have business or activities. You may also be subject to tax return filing obligations and income, franchise or other taxes, including withholding taxes, in state, local or non-U.S. jurisdictions in which we invest, or in which entities in which we own interests conduct activities or derive income. Income or gains from investments held by us may be subject to withholding or other taxes in jurisdictions outside the United States, subject to the possibility of reduction under applicable income tax treaties. If you wish to claim the benefit of an applicable income tax treaty, you may be required to submit information to tax authorities in such jurisdictions. You should consult your own tax advisors regarding the U.S. state, local and non-U.S. tax consequences of an investment in us.

Transferor/Transferee Allocations

In general, our taxable income and losses will be determined and apportioned among investors using conventions we regard as consistent with applicable law. As a result, if you transfer your Class A Common Units, you may be allocated income, gain, loss and deduction realized by us after the date of transfer.

Although Section 706 of the Code generally provides guidelines for allocations of items of partnership income and deductions between transferors and transferees of partnership interests, it is not clear that our allocation method complies with its requirements. If our convention were not permitted, the IRS might contend that our taxable income or losses must be reallocated among the unitholders. If such a contention were sustained, your respective tax liabilities would be adjusted to your possible detriment. Our general partner is authorized to revise our method of allocation between transferors and transferees (as well as among investors whose interests otherwise vary during a taxable period).

U.S. Taxation of Tax-Exempt U.S. Holders of Class A Common Units

A holder of Class A Common Units that is a tax-exempt organization for U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation, may nevertheless be subject to "unrelated business income tax" to the extent, if any, that its allocable share of our income consists of UBTI. A tax-exempt partner of a partnership that regularly engages in a trade or business which is unrelated to the exempt function of the tax-exempt partner must include in computing its UBTI its pro rata share (whether or not distributed) of such partnership's gross income derived from such unrelated trade or business. Moreover, a tax-exempt partner of a partnership could be treated as earning UBTI to the extent that such partnership derives income from "debt-financed property," or if the partnership interest itself is debt financed. Debt-financed property means property held to produce income with respect to which there is "acquisition indebtedness" (that is, indebtedness incurred in acquiring or holding property).

Because we are under no obligation to minimize UBTI, tax-exempt U.S. Holders of Class A Common Units should consult their own tax advisors regarding all aspects of UBTI.

Investments by U.S. Mutual Funds

U.S. mutual funds that are treated as regulated investment companies, or “RICs,” for U.S. federal income tax purposes are required, among other things, to meet an annual gross income and a quarterly asset value test under Section 851(b) of the Code to maintain their favorable U.S. federal income tax status. The treatment of an investment by a RIC in Class A Common Units for purposes of these tests will depend on whether we are treated as a "qualifying publicly traded partnership." If our partnership is so treated, then the Class A Common Units themselves are the relevant assets for purposes of the asset value test and the net income from the Class A Common Units is the relevant gross income for purposes of the gross income test. All income derived from a qualifying publicly traded partnership is considered qualifying income for purposes of the RIC gross income test above. However, if we are not treated as a qualifying publicly traded partnership for purposes of the RIC rules, then the relevant assets for the RIC asset test will be the RIC's allocable share of the underlying assets held by us and the relevant gross income for the RIC income test will be the RIC's allocable share of the underlying gross income earned by us. Whether we will qualify as a “qualifying publicly traded partnership” depends on the exact nature of our future operations. RICs should consult their own tax advisors about the U.S. tax consequences of an investment in Class A Common Units.

Consequences to Non-U.S. Holders of Class A Common Units

U.S. Income Tax Consequences

In light of our objectives, we may be or may become engaged in a U.S. trade or business for U.S. federal income tax purposes, in which case some portion of our income would be treated as ECI with respect to non-U.S. Holders. If a non-U.S. Holder were treated as being engaged in a U.S. trade or business in any year because of an investment in our Class A Common Units in such year, such non-U.S. Holder generally would be (1) subject to withholding by us on any actual dividends, (2) required to file a U.S. federal income tax return for such year reporting its allocable share, if any, of income or loss effectively connected with such trade or business, including certain income from U.S. sources not related to the Partnership and (3) required to pay U.S. federal income tax at regular U.S. federal income tax rates on any such income. Moreover, a corporate non-U.S. Holder might be subject to a U.S. branch profits tax on its allocable share of its ECI. Any amount so withheld would be creditable against such non-U.S. Holder's U.S. federal income tax liability, and such non-U.S. Holder could claim a refund to the extent that the amount withheld exceeded such non-U.S. Holder's U.S. federal income tax liability for the taxable year. Finally, if we were treated as being engaged in a U.S. trade or business, a portion of any gain recognized by a holder who is a non-U.S. Holder on the sale or exchange of its Class A Common Units could be treated for U.S. federal income tax purposes as ECI, and hence such non-U.S. Holder could be subject to U.S. federal income tax on the sale or exchange.

Although each non-U.S. Holder is required to provide an IRS Form W-8, we may not be able to obtain complete information related to the tax status of our investors for purposes of obtaining reduced rates of withholding. Accordingly, to the extent we receive dividends from a U.S. corporation, your allocable share of distributions of such dividend income will be subject to U.S. withholding tax at a rate of 30%, unless relevant tax status information is provided. Dividends paid to you may also be subject to withholding to the extent they are attributable to the sale of a U.S. real property interest or if the dividend is otherwise considered fixed or determinable annual or periodic income under the Code, provided that an exemption from or a reduced rate of such withholding may apply if certain tax status information is provided. If such information is not provided and you would not be subject to U.S. tax based on your tax status or are eligible for a reduced rate of U.S. withholding, you may need to take additional steps to receive a credit or refund of any excess withholding tax paid on your account, which may include the filing of a non-resident U.S. income tax return with the IRS. Among other limitations, if you reside in a treaty jurisdiction which does not treat our partnership as a pass-through entity, you may not be eligible to receive a refund or credit of excess U.S. withholding taxes paid on your account. You should consult your tax advisors regarding the treatment of U.S. withholding taxes.

Special rules may apply in the case of a non-U.S. Holder that (1) has an office or fixed place of business in the U.S., (2) is present in the U.S. for 183 days or more in a taxable year or (3) is a former citizen of the U.S., a foreign insurance company that is treated as holding a partnership interests in us in connection with their U.S. business, a passive foreign investment company or a corporation that accumulates earnings to avoid U.S. federal income tax. You should consult your tax advisors regarding the application of these special rules.

Administrative Matters

Taxable Year

We currently intend to use July 1- June 30 as our taxable year for U.S. federal income tax purposes.

Tax Matters Partner

Our general partner will act as our "tax matters partner." As the tax matters partner, the general partner will have the authority, subject to certain restrictions, to act on our behalf in connection with any administrative or judicial review of our items of income, gain, loss, deduction or credit.

Tax Shelter Regulations

If we were to engage in a "reportable transaction," we (and possibly you and others) would be required to make a detailed disclosure of the transaction to the IRS in accordance with recently issued regulations governing tax shelters and other potentially tax-motivated transactions. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax avoidance transaction publicly identified by the IRS as a "listed transaction" or that it produces certain kinds of losses in excess of a stated threshold.

Unitholders should consult their tax advisors concerning any possible disclosure obligation under the regulations governing tax shelters with respect to the dispositions of their interests in us.

Constructive Termination

Subject to the electing large partnership rules described below, we will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a 12-month period.

Our termination would result in the close of our taxable year for all holders of Class A Common Units. We would be required to make new tax elections after a termination. A termination could also result in penalties if we were unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject us to, any tax legislation enacted before the termination.

Elective Procedures for Large Partnerships

The Code allows large partnerships to elect streamlined procedures for income tax reporting. This election would reduce the number of items that must be separately stated on the Schedules K-1 that are issued to the unitholders, and such Schedules K-1 would have to be provided to unitholders on or before the first March 15 following the close of each taxable year. In addition, this election would prevent us from suffering a "technical termination" (which would close our taxable year) if within a 12-month period there is a sale or exchange of 50% or more of our total interests. It is possible we might make such an election, if eligible. If we make such election, IRS audit adjustments will flow through to holders of the Class A Common Units for the year in which the adjustments take effect, rather than the holders of Class A Common Units in the year to which the adjustment relates. In addition, we, rather than the holders of the Class A Common Units individually, generally will be liable for any interest and penalties that result from an audit adjustment.

Withholding and Backup Withholding

For each calendar year, we will report to you and the IRS the amount of dividends we pay to you and the amount of U.S. federal income tax (if any) that we withheld on those dividends. The proper application to us of rules for withholding under Section 1441 of the Code (applicable to certain dividends, interest and similar items) is unclear. Because the documentation we receive may not properly reflect the identities of partners at any particular time (due to transfers of Class A Common Units), we may over-withhold or under-withhold with respect to a particular holder of Class A Common Units. For example, we may impose withholding, remit that amount to the IRS and thus reduce the amount of a dividend paid to a non-U.S. Holder. It may turn out, however, the corresponding amount of our income was not properly allocable to such holder, and the withholding should have been less than the actual withholding. Such holder would be entitled to a credit against the holder's U.S. tax liability for all withholding, including any such excess withholding, but if the withholding exceeded the holder's U.S. tax liability, the unitholder would have to apply for a refund to obtain the benefit of the excess withholding. Similarly, we may fail to withhold on a dividend, and it may turn out the corresponding income was properly allocable to a non-U.S. Holder and withholding should have been imposed. In that event, we intend to pay the under-withheld amount to the IRS, and we may treat such under-withholding as an expense that will be borne by all partners on a pro rata basis (since we may be unable to allocate any such excess withholding tax cost to the relevant non-U.S. holder).

Under the backup withholding rules, you may be subject to backup withholding tax (at the applicable rate, currently 28%) with respect to dividends paid unless: (1) you are a corporation or come within another exempt category and demonstrate this fact when required or (2) you provide a taxpayer identification number, certify as to no loss of exemption from backup withholding tax and otherwise comply with the applicable requirements of the backup withholding tax rules. If you are an exempt holder, you should indicate your exempt status on a properly completed IRS Form W-9. A non-U.S. Holder may qualify as an exempt recipient by submitting a properly completed IRS Form W-8BEN. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund.

If you do not timely provide us (or the clearing agent or other intermediary, as appropriate) with IRS Form W-8 or W-9, as applicable, or such form is not properly completed, we may become subject to U.S. backup withholding taxes in excess of what would have been imposed had we received certifications from all investors. Such excess U.S. backup withholding taxes may be treated by us as an expense that will be borne by all investors on a pro rata basis (since we may be unable to allocate any such excess withholding tax cost to the holders that failed to timely provide the proper U.S. tax certifications).

Nominee Reporting

Persons who hold an interest in our Partnership as a nominee for another person are required to furnish to us:

Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and specific information on Class A Common Units they acquire, hold or transfer for their own account. A per failure penalty is imposed by the Code for failure to report that information to us. The nominee is required to supply the beneficial owner of the Class A Common Units with the information furnished to us.

New Legislation or Administrative or Judicial Action

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. No assurance can be given as to whether, or in what form, any proposals affecting us or our unitholders will be enacted. The IRS pays close attention to the proper application of tax laws to partnerships. The present U.S. federal income tax treatment of an investment in our Class A Common Units may be modified by administrative, legislative or judicial interpretation at any time, and any such action may affect investments and commitments previously made. Changes to the U.S. federal income tax laws and interpretations thereof could make it more difficult or impossible to meet the Qualifying Income Exception for us to be treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes affect or cause us to change our objectives or commitments, affect the tax considerations of an investment in us, change the character or treatment of portions of our income and adversely affect an investment in our Class A Common Units. Members of the United States Congress are reviewing the tax laws applicable to investment partnerships, and these laws could be changed in a manner that materially increases the taxes that we and/or our unitholders are required to pay. If legislation or regulations precluded us from qualifying for treatment as a partnership for U.S. federal income tax purposes under the publicly traded partnership rules we would incur a material increase in our tax liability and could well result in a reduction in the value of our Class A Common Units. We and our unitholders could be adversely affected by any such change in, or any new, tax law, regulation or interpretation.

THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE TAX MATTERS RELATING TO THE PARTNERSHIP AND ITS UNITHOLDERS ARE COMPLEX AND ARE SUBJECT TO VARYING INTERPRETATIONS. MOREOVER, THE MEANING AND IMPACT OF TAX LAWS AND OF PROPOSED CHANGES WILL VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH PROSPECTIVE HOLDER. PROSPECTIVE UNITHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN THE CLASS A COMMON UNITS.

FINANCIAL STATEMENTS 

Independent Auditor’s Report

To the Board of Directors

AWA Group LP

Rocky Mount, North Carolina

Report on the Financial Statement

We have audited the accompanying statement of financial condition of AWA Group LP as of June 30, 2015, and the related notes to the statement of financial condition (the financial statement).

Management’s Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of this financial statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of AWA Group LP as of June 30, 2015, in accordance with accounting principles generally accepted in the United States of America. 

/s/ RSM US LLP

Chicago, Illinois

December 16, 2015

AWA Group LP

Statement of Financial Condition

June 30, 2015 

See notes to statement of financial condition.

AWA Group LP

Notes to Statement of Financial Condition

Note 1 — Organization and Proposed Business Operations

AWA Group LP (the “Partnership”) was organized on June 9, 2015 as a Delaware limited partnership and has been inactive since that date except for matters relating to its organization and registration of its Regulation A Offering Statement under the Securities Act of 1933.

The Partnership expects to commence operations upon raising gross proceeds in excess of $20 million, or the minimum offering requirement. AWA Management LLC is our General Partner (“GP”), which will manage the operations of the Partnership. We intend to become publicly traded on the OTCQB Markets platform and to qualify as a master limited partnership under the Internal Revenue Code and its regulations.

The Partnership intends to offer for sale a maximum of $50 million of common units, $0.001 par value per unit, at a public offering price of $16.00 per unit (including the maximum allowed to be charged for commissions and fees), on a “reasonable best efforts” basis, pursuant to a registration statement on Form 1-A (the “Offering”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The SEC has not yet declared the Partnership’s registration statement effective.

We are a newly formed limited partnership that intends to acquire majority interests and operate targeted SEC-Registered Investment Adviser firms in the United States (“RIA firms”). Our acquisition strategy keeps the principals of such RIA firms in place to preserve relationships and continue growing their businesses. We believe that our business addresses the succession and ownership-transition issues facing the principals of many SEC-Registered Investment Advisers. Our strategy allows the RIA firms to continue their firm’s success and preserve their unique and entrepreneurial culture and independence, while simultaneously providing opportunities for those founders and principals to liquidate value as they approach retirement age.

The Partnership is not a RIA firm as defined in the previous paragraph. Our RIA firms will maintain their respective local identities and their former principals, as post-sale managing directors, remain responsible for their day-to-day operations, including legal and compliance, supervising staff, client acquisition and retention and increasing revenues and profits over time. One chief benefit we plan to offer our RIA firms, in addition to liquidity for the selling owners, is relief from some burdensome administrative tasks associated with their business. For instance, we intend to centralize administrative functions such as financial accounting, to include collection of accounts receivables, accounts payables and payroll. In addition, we intend to deliver our affiliate firms centralized corporate services of succession planning, marketing, compliance support, and alternative investments product screening.

Pursuant to the terms of the Offering, the Partnership must receive proceeds of $20.0 million in connection with the sale of Class A common units in order to break escrow and commence operations. As of June 30, 2015, the Partnership had not reached such threshold, purchased any investments, earned any income or incurred any expenses.

Note 2 — Summary of Significant Accounting, Subsequent Events Evaluation and Income Recognition Policies

Basis of Accounting

The accompanying financial statements of the Partnership are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

AWA Group LP

Notes to Statement of Financial Condition

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash includes cash in bank accounts. The Partnership deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation up to an insurance limit.

Organization Costs

Organization costs include, among other things, the cost of legal services and other fees pertaining to the Partnership's structure. These costs are paid by the GP as they are incurred. To the extent the Partnership is unable to raise the minimum of $20 million capital prior to the one year termination of the offering, the GP will forfeit the right to reimbursement of these costs. When the Offering does exceed the $20 million minimum capital, the GP, at its election, could be reimbursed for the organization costs it has incurred.

Offering Costs

The Partnership’s offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Partnership’s Registration Statement on Form 1-A relating to the public offering of its units of Class A Common Units. Any and all offering costs have as of June 30, 2015 and thereafter have been and will continue to be paid by the GP. The Partnership will only reimburse the GP for offering costs it incurs, if the minimum of $20 million in proceeds are raised and are not due and payable to the GP until the offering minimum is reached. When the Offering does exceed the $20 million minimum capital, the GP, at its election, could be reimbursed for the offering costs it has incurred.

Income Taxes

In order to be taxed as a master limited partnership, we intend that over 90% of our income will be derived from qualifying income sources. As a result of such tax treatment, the Partnership does not intend to pay any federal or state income taxes and the holders of our Class A Common Units will be allocated income directly for which they will be responsible to pay federal and state income taxes.

The Partnership will evaluate its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. As of June 30, 2015 there are no uncertain tax positions determined by management and accordingly, no liability recorded.

General Partner Fees

The GP earns its fees calculated at 2% of the Partnership’s invested assets and paid quarterly, after the 8% distribution is paid quarterly to the Class A Common limited partners. The GP is also entitled to a 20% incentive fee of net income, after the Partnership’s annual dividend of 8% has been paid to all limited partners holding Class A common units.

Distributions

Distributions to the Partnership’s limited partners will be declared by the GP. Subject to the discretion of the Partnership’s GP and applicable legal restrictions, the Partnership intends to authorize and declare ordinary cash distributions on a quarterly basis and pay such distributions on a quarterly basis. Net realized capital gains, if any, will be distributed or deemed distributed at least annually. There have been no distributions paid as of June 30, 2015.

AWA Group LP

Notes to Statement of Financial Condition

Dividends

Dividends will be paid to the limited partners pro rata according to the percentages of their respective Class A Common Units. Holders of our Class B and Class M Units are not entitled to distributions unless such holders are allocated income of the Partnership, in which case our GP has the sole discretion to issue distributions to such holders up to an estimated amount of taxes to be assessed against such holders on account of such allocated income. There have been no dividends paid as of June 30, 2015.

Subsequent Events

The Partnership has evaluated events and transactions or potential recognition or disclosure through December 16, 2015, the date the financial statements were available to be issued.

Note 3 — Unitholders

As of the close of business on June 30, 2015, AWA Group LP had one class of voting securities –General Partner Units, of which one General Partner Unit was outstanding, and one class of non-voting securities - Class A Common Units, of which there were 2,001,378 Class A Common Units issued and outstanding.

During June 2015, the General Partner contributed $100,000 in exchange for one General Partner Unit.  2,001,378 Class A Common Units of the Partnership were issued to founders after Release and Exchange Agreements were entered into between the Partnership and each of the founders, who were investors in a series of Friends & Family Private Placements. 

Pursuant to the Release and Exchange Agreements, each of the founders agreed to accept Class A Common Units in exchange for any rights they may have to obtain securities from the GP or certain affiliates thereof. Each of such founders had made various amounts of investments in affiliates of the GP, which were used to perform market research, develop a business model, which evolved to the Partnership’s current business model and pay for professional services to further explore and develop such business model. None of such founders hold 10% or more of the aggregate amount of Class A Common Units outstanding. 

PART III — EXHIBITS

ITEM 1. Index to Exhibits

* – To be filed by post-effective amendment.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Naples, in the State of Florida, on December 31, 2015.

This offering statement has been signed by the following persons in the capacities indicated on December 31, 2015.

Exhibit 2.1

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

1.              Name. The name of the limited partnership (the “Partnership”) is AWA Group LP.

2.             Registered Office. The address of the registered office of the Partnership in the State of Delaware is 160 Greentree Drive Ste. 101, Dover, Delaware 19904.

3.             Registered Agent. The name of the registered agent of the Partnership at the registered office is National Registered Agents, Inc.

4.            General Partner. The name and mailing address of the general partner is AWA Management LLC, 116 South Franklin Street, Rocky Mount, NC 27804

In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership on June 9, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 2.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

AWA GROUP LP

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